Metamorphosis
by Completely Different
Summary: After the defeat of Queen Chrysalis, a newly-hatched changeling finds itself lost and alone. Terrified, it seeks out the love it so desperately needs to survive. With no hive or fellow changeling guidance it finds itself bonding with the ponies who take it under their care, forcing the changeling to wonder just what its place in the world really is.
1. The Hatching

**Chapter One: The Hatching**

Light.

Bright, bright light.

The little changing recoiled, trying to bury itself deeper into the cool green of its cocoon. However, even that small movement caused the fragile shell to shatter, breaking apart and letting in more streams of intense, burning sunlight. Soon the entire cocoon had broken apart, spilling the strange insect-like-creature onto the branch below.

Shakily, the newly 'born' creature stared around, its faceted eyes glinting. It was equine in shape, but it looked like no normal horse or pony. Its scaly body was pure black and riddled with holes. Besides its general body shape, it brought to mind an insect, and not a pretty butterfly, either. It was the type of bug that lurked in dark forests and thirsted for blood, with twitching silver wings and glittering green eyes. It had never seen anything outside its cool, safe cocoon, yet it understood what it was seeing. It was in a sparse forest, breaking away into a lush field. Birds were twittering in the distance. The sun was still rising in the sky, meaning it was morning. The changeling did not know how it knew this; simply that it was part of The Memory.

What was The Memory? The voice of the Hive, the inherited knowledge all changelings knew. Even as just a larvae in its cocoon, it had heard them buzzing, a constant comfort. Through them it had dimly sensed the world and learned. It had seen the lands of Equestria, had visions of the tiniest pony and the greatest dragon, tasted the sweetest of love. Centuries, even eons, of knowledge had sung though it's growing brain. Then….there had been **pain**. A sudden wave of power, the most intense, bitter force ever felt- and then _silence._ The young changeling recoiled from the inherited memory, as intense as if it had witnessed the disaster itself. The Memory ended there.

_Hello, _it called out, not with a voice but with a burst of magic. _Is any-changeling there?_

Even to its own inner ears the call sounded weak. There was no response.

Alone, and now a little bit frightened, the changeling tried to stand, and even managed to wobble to its feet. Then it looked down, and saw a sudden drop from its perch onto the ground below. The creature flinched in horror, nearly losing its balance and falling right then and there, before quickly pressing itself to its belly, and wrapping its limbs tightly around the branch.

_Wings _the Memory instructed it. _Fly._

In response, it felt a little flicker of the silvery wings on its back. It gave them an experimental flutter. The movement felt good, natural. It was a little stiff, but the flapping sent cool breezes across the changeling's body, relaxing it. Slowly, it loosened its hold on the branch, and began to hover in the air.

Then it looked down again, and immediately stopped any attempt at flying, clamping itself furiously around the branch. No way it was going to leave the safety of this tree!

But then…what was it supposed to do?

The Memory said that it needed to find the Hive. The Hive would protect it, and it would protect them in turn, because that was what they were meant to do. The changeling didn't like this idea, though. The unfamiliar landscape was too terrifying to explore, and even if it were brave enough, the changeling had no idea where the Hive was.

It flicked her wings over its head, trying to hide from the world. It just felt so alone. Alone and tired. It wished it had never left its cocoon. There it had been safe. In its Memories all sorts of horrible creatures lurked- griffons, manticores, basilisks. Who knew what monsters it would find out there?

Almost in response to its fearful imaginings, a creature suddenly dived into the forest from the sky. The changeling jumped back in horror, nearly falling down once again. The creature- a large bird- swerved out of the dive, to land lightly on another tree. The bird regarded her coolly, and the changeling knew that this thing could truly be dangerous. It had a wicked beak and gigantic claws which could easily cut through its fragile wings. _A hawk_, the Memory told it helpfully. _A hunter._

_Great. _The Changeling wilted.

_You are a hunter too, _the Memory continued, almost a bit sourly. Suddenly the changeling felt a flash of bravery.

_That is right! I am a hunter! This hawk can be my prey! _It flared its wings and bared its fangs, ready to spring.

This was a bad move. The hawk did not appreciate a challenge from this pathetic scrap of a creature. The bird spread its mighty wings, let out a proud screech, and jumped, lunging at the changeling, who could do nothing but back away in horror…

oOoOoOo

"This is stupid," said Scootaloo, stomping irritably at the ground. "Why do we have to go all the way out here to study some dumb animals? There are plenty in Ponyville."

In the distance, the rest of the Cutie Mark Crusaders' classmates milled idly around the open field, taking photographs and notes on the idyllic, if somewhat dull, wildlife. The girls themselves had saddlebags packed to the brim with notebooks, quills and worksheets, but had so far found no creature they considered cool enough to write about. The class was on a three day camping trip, which had sounded quite exciting at first, but in reality had consisted of a lot of hiking and working. They were even given school assignments to do!

The adventurous trio had slowly wandered away from the rest of the group, until they were right at the edge of the field, under the cool shade of the sparse woods. To their slightly distracted teacher Cheerilee, who was busy giving an impromptu lesson on monarch butterflies, the three fillies were nothing but silhouettes of yellow, white and orange in the distance.

"Ah know! Jus' stop by the farm sometimes. We got plenty of critters there." Apple-Bloom stared critically at the underside of a rock, before letting it drop back down with a _plunk_. "All ah can find here is bugs. If ah wanted those ah could just look in a bad bushel of apples."

"I thought your farm never grew any bad apples?" teased Sweetie Belle.

"We don't!" defended the filly hotly. "Ah didn't mean it like that! It was one of those meta-thingies. "

The unicorn smirked. "A metaphor?"

"Yeah, that."

Suddenly, Scootaloo put a hoof between her two arguing friends, and pointed hurriedly over the forest. "Girls, look! A falcon!"

"Ain't that a hawk?"

"Does it matter?" asked Sweetie-Belle. "It's way more interesting than any of these bugs."

With a regal screech the beautiful bird dived, disappearing into the foliage. The three fillies panicked.

"We can't let it get away! Let's chase it!" she ordered.

Her friends didn't need to be told twice.

"CUTIE MARK CRUSADERS ANIMAL TRACKERS!" the three shouted in unison, before galloping off into the forest after the bird.

oOoOoOo

Terror- pure terror, not just the general background horror that the changeling had felt since it first hatched- rushed through it as the hawk leapt, his deadly claws glinting. Instinct managed to break through the paralyzing fear, however, and the changeling felt a burst of magic sure through its horn. Green flames engulfed its body as the creature did what its species had perfected millennia ago; to hide, to disguise, _to change_.

The hawk, surprised by the sudden burst of fire pulled up from his dive, hovering in the air mere inches away from his prey. However, when the green flames died, he found there was no longer an exhausted scrap of a meal sitting there, but instead, another hawk! It was huge, too, bigger than any hawk he'd seen before, and that was enough to put him on edge, even disregarding the mysterious fire. A rival hawk in his territory was no small matter, and he couldn't let the insolent interloper think he had superiority, no matter how large it was. After a moment of hesitation the hawk dived at its adversary.

The changeling didn't know what to do. Instinct said that disguising should have worked! But instead of backing away, the attacking bird only seemed more infuriated.

Under the beating wings and terrifying claws of an angry predator, many new-born creatures would have shied away, but the first and strongest instinct of a changeling was to mimic. Even the terrified scrap of creature found itself doing something that normally it would never do; fight back. It had taken the form of a hawk, and so it had the hawk's moves. Valiantly, it flared its wings, trying to look bigger.

The trick was enough to make the hawk hesitate, but when the display was not followed by an attack, he realized that it was a bluff. He dived for the neck, forcing the frightened changeling to duck. Awkwardly, it tried to strike back with its beak- however, the newly-born creature was clumsy enough with its own body, let alone the strange bird-form it had just created for itself, and it missed by a mile. The hawk rebounded, striking with its talons, and brushing the changeling's feathers. The changeling hopped away, creating a burst of wind with a flap of its wings which buffeted the attacker back. It was merely a momentary delay, however, and it sprung for what the changeling knew, barring a miracle, would be its final strike….

"There it is!"

"Where?"

"Right there!"

"There are two of them!"

"Quiet! You're gonna scare 'em away!"

"Wait!" said Sweetie-Belle, as the Cutie Mark Crusaders charged into the clearing. "That one's attacking the other! The big bully!"

If there was one thing the trio of fillies hated, it was bullies. They'd gotten into enough fights with mean foals to hate being picked on, and they wouldn't let it pass. Filled with as much righteous anger as kids could carry, they started screaming and shouting at the hawks above, yelling for the "big meany" to fly away. Apple-Bloom even managed a few powerful bucks against the tree, shaking the mighty oak so hard that leaves fell down.

The sudden cacophony of calls jolted the true hawk to attention, who managed one last swipe at his 'rival', before quickly taking flight. The creatures were ponies- loud, big creatures which usually paid birds like him no mind, but could sometimes be dangerous. Hawks didn't live long without a streak of wariness, and the bird did not enjoy the prospect of hanging around three angry ponies, even if he _did_ want to finish off his rival. Admittedly, the "rival" was pathetic, barely putting up a meager fight. Now it was simply cowering. So the true hawk retreated, sparing the changeling a dismissive glance. Hopefully the ponies would finish the rival off for him.

"HA!" shouted Scootaloo victoriously after the bird's rapidly disappearing form. "WHO'S SUCH A SCARY BIRD NOW, HUH? HUH?"

Apple-Bloom nudged the pegasus heavily in the side. "Sush," she admonished, as Scootaloo glowered at her. "Ah think ye're scaring it."

"Oh. Right," she said, immediately quieting down.

The three fillies stared up the trunk to where the changeling perched, its hawk-body pressed fearfully against the bark. With as much tenderness and sweetness as they could manage, they tried to coax it down, promising not to hurt or scare it. Unfortunately, the Cutie Mark Crusaders had never been much for subtlety, so their valiant attempts soon dissolved into desperate begging and yelling, which managed nothing but to terrify the changeling even more than it already was.

After nearly five minutes of fruitless efforts, Sweetie-Bell and Scootaloo had collapsed onto the ground, pouting. The earth-pony was still glaring up at the "hawk". "Are you sure ah can't just buck it down?"

"For the fifth time, **no**," said Sweetie-Belle. "Birds aren't apples."

Scootaloo was running out of patience. "Ugh, why won't you just fly down already?"

"I think it's afraid," said Sweetie Belle.

"Afraid? Who ever heard of a bird that's afraid to fly?" argued Apple-Bloom. "Ah think it must be hurt. Scootaloo, go bring it down."

"Me? I can't fly either!"

"Can't you like, hover up there or somethin'? It ain't too high," persisted the little earth-pony.

"No." Scootaloo turned away, embarrassed. She felt awkward enough about her inability to fly without her friends pointing it out. "We're gonna have to do something else."

In the tree, the Changeling watched quite bemused as the three foals argued, before assembling into a strange living ladder. With the yellow one on the very bottom, then the white one, and with orange one perched on top, fluttering her wings to keep balance. This last one was now quite close, so that the changeling could see the individual hairs on her magenta mane. Though nervous, the changeling felt curious. Though she dimly had Memories of pegasi, she found the winged pony quite strange. Even though she seemed to have a body quite like a changeling's true equine shape, its wings were more like the hawk's, bony and feathered. How strange.

"Come on, come on," said Scootaloo, leaning forward. The usually loud and brash pegasus was being surprisingly sweet, holding out an inviting hoof. "I'm not going to hurt you. Come on, it's okay."

The bright orange-and-purple pony was getting quite close. The changeling didn't like it. It wished she'd just go away…

…and then, it felt something.

It was soft and tingly feeling, starting in the head and rushing down its entire body. It was warm and powerful, just like the magic which had surged through it when it had transformed into hawk shape- but that had been exhausting. _This_ seemed to fill her up. It was strengthening and energizing, and the most amazing thing the changeling had ever felt in its short existence

_That's love, _the Memory said. The changeling didn't care what it was. All it knew was that it wanted- no, _it needed_- more. And it was coming from that pegasus!

It hopped towards Scootaloo whose eyes went big as it jumped right onto her foreleg, talons prickling. Up close the bird was simply magnificent, all gold and white plumage and such magnificent patterns. The changeling shivered with delight as a wave of adoration poured through it.

"I got him!" Scootaloo said breathlessly.

"Well, hurry up," moaned Apple-Bloom from the bottom of the heap. "You guys are heavy."

Glancing back towards the ground, Scootaloo suddenly realised something. They hadn't really planned on how to get back down. In the moment it took her to recognize this, Scootaloo decided that wasn't really a problem for a fearless pony like herself.

"Okay, girls, I'm gonna jump. Get ready to catch me!"

"Wha-" began Apple-Bloom, but she was promptly cut off as Scootaloo leapt down.

The sudden change in weight caused Sweetie-Belle to tilt, and come falling down, and Apple-Bloom was too busy trying not to collapse that catching her friend was the farthest from her mind. Scootaloo, seeing no friendly pony below to catch her, panicked, pumping her wings desperately, and managed to flutter in the air for a few seconds before falling heavily onto her friends' heads. The three fillies yelled as the fell into a jumbled heap, Scootaloo valiantly holding the changeling up so that it wouldn't be hurt.

"Ow," muttered Apple-Bloom, untangling herself from the mess.

Sweetie-Belle pulled herself from underneath Scootaloo, and smiled at the bird which was staring wide-eyed at them. "The falcon's alright!"

"Hawk," corrected the earth-pony.

"Oh, yeah, don't ask how I'm doing," muttered Scootaloo, wiggling her wings experimentally to make sure they weren't hurt. Despite her sarcastic tone she checked the changeling anxiously, and smiled when it blinked back at her.

"We did it!" cheered Apple-Bloom, and went for a hive-five (which Scootaloo, still holding the fake-hawk, ducked out of). They celebrated for a few short moments, although the topic inevitably went back to cutie marks as the three wondered if their "daring rescue" had finally shown them their one true talent. Excitedly, they all checked their flanks, only to be disappointed when they saw nothing but the plain patches of fur they'd had since they were born. Even the continued failure for their cutie marks to manifest couldn't keep their spirits down, however. As Sweetie-Belle reminded them, they had rescued the "poor little falcon" ("Hawk," corrected Apple-Bloom) and that was something to celebrate.

All of this commotion went right over the changeling's head. Even though it could understand the fillies' words, it wasn't much interested in them, only the flow of warm, filling energy that radiated from the three ponies as they fussed over it. They smiled, and cooed, and the changeling savoured every sweet piece of love they showered on it. It didn't complain when they gently moved it to Scootaloo's back, the pegasus lifting her bright orange wings upward to act a feathery protective cage. The three fillies then proceeded out of the forest and back towards the field, three identical grins on their faces. The mood was infectious. Even the changeling, who had lived in basically a permanent state of terror for its short, new life, felt happy. The bright sunny fields, which had looked so huge and terrifying just minutes before, now seemed inviting.

The Cutie Mark Crusaders wanted nothing more than to rush straight towards their classmates and show off their hard won prize, although they were forced to go no faster than a trot so as not to upset the "bird". Even when they finally reached their destination, they weren't greeted by the impressed Cheerilee they'd been expecting. They stopped abruptly, staring at the unfamiliar grey pegasus in deep conversation with their teacher. He glanced at them, and the fillies thought he looked very serious; he had a short cropped green mane, a stylized heavy wind for a cutie mark, and his mouth was set into a straight line.

Cheerilee, on the other hoof, looked absolutely relieved. "Oh, girls, thank Celestia you're okay. Dark Monsoon here was just about to go looking for you!"

While Scootaloo and Apple-Bloom just stood there, looking rather surprised, the unicorn offered a friendly hoof up to the stranger. "Hi! My name's Sweetie-Belle and these are my friends-"

"It's very nice to meet you," the stallion said, interrupting her. He forced a reassuring smile onto his face, but it didn't look very convincing. "Now why don't you foals go run along with your classmates and help pack up the tents?"

"Pack up?" asked Apple-Bloom. "Ain't we staying another two nights?"

"There's been a change of plans, I'm afraid. We're heading back early. If you could go-", she broke off mid-sentence, only just processing what she was seeing. "Scootaloo, _why_ have you got a hawk on your back?"

"HA!" said Apple-Bloom, victorious. "Told ya it was a hawk, not a falcon."

"We rescued it from a tree!" explained Scootaloo, ignoring her friend.

"We think it's hurt," continued Sweetie-Belle. "Can we keep it?"

The mare was unsure. "Oh, I'm not sure, girls. It doesn't look hurt to me, and I don't know how to care for a wild hawk. You can't just take creatures from their home. I think you three should run back to the forest, and put it back where it belongs."

Above her, Dark Monsoon coughed meaningfully, and the two adult ponies exchanged a look the fillies didn't understand. Then Cheerilee sighed. "Fine," the purple mare relented. "But you'll need to look after him until we get back to Ponyville, and we have a long walk ahead of us."

"YAY!" the Cutie Mark Crusaders cheered in unison, running off to join their classmates.

Scootaloo craned her head back to face the not-bird. "Hear that?" she said, beaming. "You get to stay with us!"

The changeling chirped happily. As long as they kept up this steady stream of affection, it wasn't complaining.

Nopony noticed the dark glances that the teacher and stallion shot towards the woods.

oOoOoOoOo

**Author's Note: **

Hello, readers! When the changelings were introduced in the season finale, I thought they were one of the most interesting fantasy creatures I'd seen a long time. Their design, their powers- they were just so cool and fascinating. I knew that I wanted to write something about them, because their species just begs for elaboration.

Thanks for reading; I hope you all enjoyed it.


	2. The Naming

**Author's Note**: Hello, readers!

I'd just like to give a big thank you to everyone who read the last chapter, and to everyone who left me a comment or a favourite. They always mean a lot to me, and it was really great to start talking with a few of you. I hope you enjoy this next chapter (which ended up way longer than I expected).

**Chapter 2: The Naming**

Foals are an excitable bunch. They will immediately grab onto anything new and cool, and be distracted by it to no end, especially when it's the only alternative to working. It took only three minutes and thirty-four seconds for every single student to drop what they were doing and gather around the Cutie Mark Crusaders, staring wide-eyed at the "hawk". Even the usually dismissive Diamond Tiara and Silver Spoon were inquisitive towards the beautiful creature.

Scootaloo strutted around, flaring her wings, showing off the beautiful bird, while all three of the fillies hurried to tell the story of how they rescued it. Between the constant repeats, and the girls butting in and interrupting one another, it took only a few minutes before the story had developed from "we found two hawks fighting in a tree, and brought this one down" to "we fought off a huge bird-demon to save the poor, innocent hawky". Their classmates 'oohed' and 'awwed' appreciatively, even if there was the occasional bit of snark from the slightly more realistic foals.

Although originally overwhelmed, the changeling settled in happy. From each and every pony came a wave of emotion, and it could taste the excitement, the curiosity, and most importantly, the love. It learned quickly; if it spread its beautiful hawk wings, or called majestically, or even just looked a pony in the face, they would gasp in awe. It seemed that everything it did earned a new dose of affection; it was like a buffet for little emotion-eater.

"Students, what are you doing?" said Cheerilee, interrupting the fawning session. "You're all meant to be packing up!"

"But Scootaloo's got a hawk!" said Snips from the crowd.

"I can see that," said Cheerilee. The mare seemed to be regretting her decision to let the bird stay. "The hawk will still be here after everything is put away."

A murmur of complaints rose up, but it was all silenced by the pegasus Dark Monsoon dropping down, and giving a furious stomp. He shot the class a heavy glare. "Do what your teacher said!" he ordered, and under his steely gaze none of the foals argued.

"What's got his mane in a knot?" muttered Sweetie-Belle darkly as she started to loosen the pegs of the bright-yellow tent they'd slept in the previous night.

Apple-Bloom began unenthusiastically folding up sleeping bags. "Ah just want ta know why we're leaving so early."

Overhearing as she passed, Diamond Tiara butted in. She was a silver filly whose cutie-mark perfectly fitted her name, and her tiara adorned head always seem "Who cares? We should just be thankful that we get to go home early. It's simply horrible sleeping in these tents."

"Ah thought it was kinda fun," said Apple-Bloom.

"Humph. You would."

"What's _that_ supposed ta mean?"

"I would have thought that was obvious."

The hardworking farm pony narrowed her eyes and started to respond, but Sweetie-Belle cut her off before her friend something she might regret. "Don't you have something to do, Diamond Tiara?"

The pampered filly swished her mane proudly. "I've already finished all _my_ packing."

The Cutie Mark Crusaders all exchanged glances. It was clear that they doubted that the spoiled pony had even bothered to lift a hoof.

From the log it had been perched on, the changeling watched the exchange with interest. It didn't much like the silver earth-pony. She had been one of the few foals who had given it little in the way of love, eventually rolling her eyes and saying it was "just some stupid bird". It wouldn't have minded much, but its actions were upsetting the three fillies that had "rescued" it, and they were keeping a very steady flow of affection up. Instinct was saying that if the changeling wanted to say safe and well fed, it had better keep those fillies happy…

So as Diamond Tiara stalked past its perch, the changeling lunged forward, nipping her in the flank. It wasn't a painful bite by any means- the beak didn't even break the skin- but the pony screamed, rearing on her hind legs. "Ow!"

The wave of anger and fear that radiated off the filly were emotions far removed from love, and the changeling got no nourishment from them. It didn't care. It was satisfying none-the-less.

Diamond Tiara ran away shrieking about the "horrible vicious bird", but nopony seemed to have seen the attack. All her classmates were either too enamored with the creature to believe her or laughed at her over-reaction; all the hawk did was stare innocently at them. It was clearly far too sweet to hurt a fly. The earth-pony kept her complaining up for five whole minutes until she realised nopony cared, and quieted down, sulking.

However, when all the commotion was done, and everyone kept on working, Scootaloo wandered over to the bird, grinning. She bent down and whispered; "Best. Hawk. Ever."

oOoOoOoOo

Although Cheerilee and Dark Monsoon did their best to keep the packing up quick and efficient, it took much longer than expected, as such things so often do. However, with much cajoling, whining, and in some cases, begging, the entire campsite was packed away in just over an hour, with all the camping gear lumped into huge saddle-bags. Finally, the class began the long walk home.

The camping site they'd found was about a four hour walk from Ponyville, although it was only half-an-hour away from the nearest town, a peaceful little village called Oatsberg. The point of the class's little expedition was to get the foals outside, to see new sights and learn about the beauty of nature. Unfortunately, the little colts and fillies had already taken this walk yesterday; what had been beautiful new scenery yesterday was now boring repetition.

Still, the class started out in high spirits. It was sunny, they were well rested, and it really couldn't be a finer day. Ponies chased each-other back and forth, laughing. Student-after-student gathered around Scootaloo as they walked, excited to see more of the bird, the changeling eating up all their love and affection. A thin, spindly-legged pegasus colt named Light Weight darted around the hawk, snapping picture after picture. Cheerilee gave spontaneous lectures, or occasionally led group sing-a-longs.

The day wore on, however, and the heavy sun beat down on the back of the ponies' necks. The bags seemed to get heavier, and the students began to drag their feet. The lush, rolling meadows seemed to stretch on forever, and the grass grew longer until it was a struggle for the smaller foals to push through. Everypony seemed to fall into a dreary exhaustion. Even the changeling, who had to do nothing but sit on Scootaloo's back started to feel tired and irritable and the foals lost interest and stopped their fawning over it.

They only stopped to rest once. A small group of pegasi appeared over the forest; upon seeing them, Dark Monsoon told the teacher to wait as he flew up to speak to them. The group was too high up for any of the students to hear, but the expressions on the adult ponies' faces were serious.

Not that most of the students really noticed or cared. After such a long time walking they were happy to just lie down, rest their weary hooves and munch on some snacks.

Not everypony, however. Sweetie-Belle was tired, but she was also a filly with an infinite supply of curiosity, and she couldn't help but wonder what the strange pegasi were talking about. Her two friends just rolled their eyes; both were more athletic than her, but even they were exhausted and more than willing to make full use of their break. So when Sweetie spotted the adult ponies' conversation wrapping up, Apple-Bloom and Scootaloo did not leap to their feet with her.

"Hey, mister!" she said, bouncing over to the pegasus as he flew down. "Hey! Was that the Oatsberg weather patrol?"

"Yes, yes it was," he said, slightly taken-aback by the little unicorn's sudden appearance.

"Are you part of the weather patrol, too?"

"Yes."

"I thought so! Why were you all looking so serious? Does it have to do with why we're all leaving early?"

Dark Monsoon ruffled his wing-feathers, clearly uncomfortable. "Yes, it does."

The filly kept staring up at him expectantly. The moment stretched uncomfortably.

"…what?" he asked.

"You didn't answer my first question. Why were you all looking so serious?"

The stallion froze momentarily, his mind scrambling for an answer. "Uh- we have a big storm coming in. Lots of thunder and lightning, direct orders from Cloudsdale. It was simply unsafe for anypony to be camping in those conditions."

Sweetie-Belle glanced up quizzically at the sky. "It looks sunny out to me."

"We are very fast workers."

"If you say so…." Sweetie-Belle said, though she was doubtful. Ponyville had Rainbow Dash, who was (as Scootaloo constantly reminded her) the Faster Flyer in All of Equestria, Expert Weather Pony and Champion Cloud-Kicker. Even Rainbow, a pegasus so fast that she could clear the skies of clouds in ten seconds flat, needed almost a whole day of gloomy skies to prepare for a large storm.

Suspicions still buzzed around the unicorn's head, but before she could ask them Dark Monsoon flew off to her teacher, and settled into a deep conversation with the purple mare. Their expressions made it clear they did _not_ want to be interrupted.

Despondent, Sweetie-Belle stalked back to her friends, who were still lounging on the grass where she'd left them. "Something's up."

"Yeah, the sky," snarked Scootaloo, without missing a beat.

"I'm serious! That Monsoon guy says that there's a big storm coming, but it sure doesn't look like it. I mean, why wouldn't we have heard about something like that before?"

Apple-Bloom shrugged. "Ah don't know much 'bout the weather. Lots a reasons, I bet."

"Scootaloo?" Sweetie-Belle said, prompting the pegasus of the group.

The orange filly didn't seem particularly bothered, far more interested in playing with the changeling. "They don't have any reason to lie to us."

"I guess you're right," said the unicorn, lying down on the grass next to her friends, ready for a nice, long rest. Of course, this meant that less than thirty seconds later, Cheerilee called, saying it was time to move on (an announcement met by a chorus of groans).

They walked for little more than half an hour, before coming to the main road. It was crisscrossed with wagon tracks and hoof prints, and in the distance the silhouette of Canterlot could be seen. Ponyville was not far away, just tucked behind some hills.

"I will leave you here," Dark Monsoon told Cheerilee as her students rushed onto the street.

Cheerilee nodded. "Again, thank you for your help," she said as the pegasus beat his heavy wings and began to rise into the sky. "Good luck."

"It's not me who needs it," the grey stallion said, glancing back towards the forests. Cheerilee's usually grinning face darkened; however, she quickly plastered a smile back on as she led the students on the final leg of their trip back home.

Soon they arrived back in Ponyville, greeted by the welcoming site of the quaint town's main-street. Cheerilee didn't even bother taking the students back to the school house. It was getting late, and the foals knew their ways home. Cheerilee doubted she could even keep her students' attention long enough to get them back to school. It felt like they'd barely stepped back into town before fillies and colts started scampering. Already she could see Apple-Bloom barreling off towards her farm, various other kids in her wake.

"Scootaloo, one moment please!" Cheerilee called, before the pegasus ran off after her friends. "I believe you've got a guest with you?"

The orange filly paused, slowly turning back to her teacher. Her eyes were huge and begging, and the changeling's hawk face was peeking out of her mane. "Can't I keep him?'

"I don't think a scooter ride would be a good idea for a hurt bird, do you?"

"He was gonna ride in the wagon!" protested Scootaloo. "I'd be super careful, I promise!"

The teacher laughed. Last time Scootaloo had promised that Cheerilee had ended up finishing off the school's supply of bandages. "Sorry Scoot," she said, holding a hoof out for the bird. "You head off, and I'll take the bird."

Reluctantly Scottaloo handed the changeling over. "Are you taking him to your home?"

"No," Cheerilee said. She had too much on her plate right now to consider getting a pet, let alone a potentially injured hawk. "I'm taking him to somepony else's. She'll be more than happy to meet this little guy."

So Scootaloo scampered off to a whirring of wheels and wings, and the changeling settled onto Cheerilee's back. Then the teacher set off once again. It had been a long day, but she had just one last errand to run…

oOoOoOoOo

The cottage was sweet and quaint. Late sunlight bathed the beautiful garden in golden light, the air was fragrant with the heavy scent of flowers, and the place was filled with a feeling of serenity.

The changeling didn't like it.

That wasn't entirely correct. The changeling thought the place pleasant enough. What it didn't like were the animals. They were everywhere, and originally, seemed quite peaceful. Birds and even the occasional bat flitted through the air. Butterflies flew from flower to flower. Squirrels hurried through the trees. It was as serene a place as one could hope to find.

Then the changeling spotted a white rabbit out of the corner of its eyes.

The Memory didn't seem to have much information on rabbits, just fragmented images of cute, harmless creatures hopping docilely through picturesque country-sides. _This_ animal didn't match the carefree image stored in the changeling's inherited memories, though. His ears were pricked forward, his eyes narrowed. As Cheerilee carried the changeling past, the rabbit watched suspiciously, wrinkling his nose in distaste. After giving the changeling a long, dirty look, it hopped quickly into the cottage, disappearing through a little flap in the door.

As if sensing the rabbit's distaste, other creatures turned towards the "hawk", suddenly wary. Squirrels chittered nervously at the visitors; other bunnies hopped away, and a _seal,_ of all creatures, bellowed at them. Under their prickling stares the changeling shifted, ruffling its feathers. Somehow the rabbit had seen through its disguise. The animals knew that _something_ was off.

The oblivious Cheerilee sensed the hawk's discomfort, and smiled reassuringly back at it. "Don't be worried," she said. "The pony who lives here is very nice. She'll make sure you're okay."

As they approached they cottage door, they could hear quiet murmurings from inside. "Oh, Angel Bunny, what has gotten into you?"

Cheerilee knocked politely at the door; there was a muffled "eep!" and the sound of hesitant hoof-steps.

"Hello?" a pony asked as she peeked out of the door. She was a pale yellow pegasus; at her feet the perceptive rabbit glared up at them. "Oh. Cheerilee, isn't it?"

"Yes. It's nice to see you again, Fluttershy," the teacher said, a little awkwardly. The two mares didn't know each other very well, the extent of their interaction being occasionally bumping into each other on the street. The incredibly shy Pegasus was clearly intimidated by the near stranger, as she was attempting to disappear completely behind her pink mane. "I was wondering if you could take a look at this hawk a few of my students found."

Fluttershy's eyes immediately lit up when she saw the "bird" riding on Cheerilee's back. All the fear simply vanished. She rushed over to the creature, inspecting it with a loving eye. "Hello, beautiful! What's your name?"

"I don't think it has one. Like I said, my students found him in the forest. He seems unable to fly, and I'm afraid he might be hurt."

"Oh, the poor dear!" Fluttershy said. "You come right on in, and I'll make sure everything is a-okay!"

The mare ushered her guests into the house, and immediately saw to it that they were comfortable. She offered tea and biscuits for her fellow pony, and put out a bowl of seed for the "hawk". The food didn't seem particularly appetizing to the changeling, who found it dry and unsatisfying, but it didn't much matter. There was so much love and kindness radiating from Fluttershy that just a few minutes in her presence gave the changeling more nourishment than all of the food stocked in her kitchens.

It was a different kind of love than that of the foals', too. That had been sharp and fizzy, and had made the changeling feel light-headed. The love flowing from Fluttershy, however, was soft and smooth, like honey. Everything the mare did was accompanied by a quiet tenderness; she unfurled its wings, checking for any broken bones, asking it a low voice if it was hurt, carefully seeing to its every need, always with such amazing gentleness. The changeling found itself filling with a heavy contentment.

"Oh, you're such a nice hawk, aren't you?" Fluttershy said, stroking its feathers, sending shivers of love through the changeling's mind. "I don't think this boy here was wild at all. He's far too well-behaved. He's very big, too, much larger than most hawks his age."

"What about his wings? Are they hurt?"

"No, they seem perfectly fine to me."

Cheerilee was confused. "Then why can't he fly?"

"I think he must be afraid."

The teacher looked doubtful. "A bird that's afraid of flying? Really?"

The pegasus looked down at her feet, and pawed at the floor nervously. "It's…it's not that strange, really. Taking that first leap can be very scary."

The expression on her face made it clear that Fluttershy hadn't particularly enjoyed the second or third leaps either, but Cheerilee wisely let that topic drop.

"Trust me," Fluttershy continued, "this hawk is as fit as a fiddle. With some tender love and care he's going to be just fine!

"Oh! Are you out of biscuits? Let me just get you some more," Fluttershy said, suddenly changing the topic, seeing the little plate she'd put out was now empty.

"Hmm? Oh, no! Don't worry about that Fluttershy, I'm fine. Here, let me bring this to the kitchen," Cheerilee said, picking the plate up in her mouth. She insisted she clean up, after all the help Fluttershy had given her, and the two mares left the room, chatting idly.

This did not bother the changeling. It had done a lot of growing up in the six or seven hours since it had hatched. It wasn't just a mewing scrap of nothing, afraid of everything around it. It could stand on its own two feet, fool dozens of ponies, and feed off their love-

-but then the rabbit came back.

In truth, Angel Bunny had never really left. He had lurked behind the furniture, in the cubbyholes and rafters that he knew like the back of his paw. With the two ponies gone, he came out of hiding. His nose was quivering, his ears picked forward. The Memories told the changeling that bunnies were fearful creatures. So small and squishy, they were prey for practically anything fast enough to catch them. This rabbit didn't fit the million mental pictures the changeling had, however. Despite his defensive position, the expression on the bunny's face was downright hostile, and he didn't look like he was planning on running away.

Angel Bunny sniffed at the changeling. He knew animals. He had seen, met, even helped nurse practically every animal under the sun. Fluttershy's Cottage was filled to the brim with bird-feeders, bird-baths and bird-houses. He'd sat (impatiently) by his master's side as she had cared for a million avian, from the tinniest hummingbird to the largest vulture. He'd known hawks, too, and this was no hawk. Angel knew what hawks smelt like. They smelt like warm feathers, like their last meal, like the open sky. This _thing_ didn't. It smelt like mud, of dust after rain, of the strange things you find lurking underneath moss-covered rocks. For all that it wore a hawk's skin, it was like no bird Angel had ever seen.

Even though the rabbit could not speak, the long glare he gave at the 'bird' perched above him had a question clearly written all over it: _What are you?_

The changeling shifted uncomfortably. It tried preening its feathers, something the Memories said was a very bird-like thing to do. It didn't convince the rabbit one bit.

_Where are those ponies? _the changeling wondered.

They were still in the kitchen, murmuring away in low voices, talking about the field trip being cut short and how simply _terrible_ something was. The changeling didn't care much what that they were talking about, really, just that they would come and get the horrible rabbit to leave.

The changeling kept preening, making a great show of it. Then it glanced down, hoping that maybe the rabbit had lost interest. He hadn't. Angel's glare was just as strong as before, and it was now curling one of his paws into a furry fist.

_Great._

The changeling craned its neck, hoping that the ponies were returning. Didn't sound like it. They were still talking, barely audible from the other room.

"Well, it was very nice of that Monsoon fellow to watch over you," it heard Fluttershy say demurely.

"Yes. I think he would have much preferred to be with the search party, and I don't blame him. If only I'd known, I'd never have taken the class out there."

"I just hope they find that poor colt…"

Unbelievable! They were talking about who-cared-what! It was all the changeling could do not to tear its feathers out; however, it looked like Angel Bunny was ready to do that himself.

The Memories swelled with a thousand hunter instincts; images of prey being hunted across millennia, by thousands of different changelings. This creature was just a bunny! Cute and harmless, a true changeling could destroy him in its sleep, snapping the rabbit's neck easily, tossing the carcass aside.

_Yes!_ The Memories were right. What was it doing, cowering in fear from a fluffy bunny rabbit? The changeling flared its wings, raised its head high to show off the sharp hawk beak, and let out a mighty call-

-which came out more like a strangled _squawk, _leaving Angel thoroughly unimpressed.

It did, at least, have one positive side-effect. Hearing the call in the kitchen, Fluttershy immediately hurried back into the living room, Cheerilee in her wake. "Are you calling for me, Mr. Hawk?"

One might not think it was possible for a hawk's face to look smug, but somehow the changeling managed it.

"Is everything alright?" Fluttershy asked, immediately returning to fussing over her charge. Something was wrong; she could feel the tension hanging in the room, nearly tangible.

Angel stomped his foot, and shook his head.

The pegasus's eyes immediately went wide. "Oh, no! What's wrong?"

The rabbit pointed at the changeling.

Misunderstanding, Fluttershy immediately though the rabbit meant that the "hawk" was hurt or ill, but it soon became clear that this wasn't the case. Angel, for reasons completely unknown to the ponies, just seemed to really, really dislike their guest. He glared at it, stomped his feet, even made a variety of very rude gestures which earned some very shocked gasping from his owner.

"But why?" asked Cheerilee, flabbergasted by his behaviour. "You have plenty of birds here at the cottage."

Angel made a motion, which despite being wordless, seemed to say; _nothing like this one. _

Fluttershy bent down, looking her pet in the eyes- a rare bit of assertion for the yellow pony. "Now, Angel, you're just being silly. You have to make friends if this beautiful hawk is going to stay with us."

With that, the bunny's eyes went wide. He shook his head, _no_.

Cheerilee couldn't believe it. The earth-pony had never really had much to do with animals, but that didn't matter to her- this rabbit was just being rude. "Listen here, Angel," she said, putting on her 'Lecturing Teacher' voice. "You have to be kind to new pon- er, animals you meet. You're hurting your guest's feelings!"

Fluttershy was quick to run to her rabbit's defense. "Oh, don't be too hard on him. Angel can be a bit grumpy sometimes. He doesn't really mean it- do you boy?"

The rabbit crossed his forelegs. It was very clear that he did.

There were several long minutes of pleading, but the rabbit refused to budge in his position. Fluttershy seemed to wilt, absolutely distraught that her pet couldn't be swayed. "I'm really, really sorry," the shy mare said. "I would love to keep this beautiful hawk, but if Angel doesn't agree, I simply can't…He's one of my oldest animal friends…"

"I...understand," said Cheerilee, although she did seem slightly incredulous that a fully grown mare was letting herself be bossed around by a (somewhat spoiled, in her opinion) bunny. However, she kept that comment to herself, seeing how much it was tearing the pegasus apart to reject any animal. "But where will the hawk stay, then?"

"Oh! Couldn't he stay with you?"

She mumbled it so quietly that Cheerilee could barely hear, and once the teacher deciphered her words, she was surprised. "Me? But I don't know the first thing for caring for a bird!"

"Oh, it isn't very hard at all. They really just need food, exercise, and lots of affection. I learned it all by myself, but I'm sure Twilight has lots of books at the library, if you're interested. I imagine caring for a single well-behaved hawk like this will be easy compared to teaching a whole schoolhouse of foals!"

Cheerilee still looked doubtful. Yes, her students could be a hoof-ful, but none of them had sharp, pointy beaks.

Admittedly, the hawk did seem fairly docile, and if Fluttershy though she could handle it…

Cheerilee sighed. "I suppose I can."

Fluttershy made a squee, and actual _squee_, a noise which could be easily listed as one of the ten most adorable sounds in existence; and then she was off. The mare who was usually the most quiet, soft-spoken, and reluctant ponies in all of Equestria seemed to come alive when it came to animals. It took hardly any prompting to start her instructing and teaching. She told Cheerilee in that soft, whispery voice of hers, everything she would need to know; how to exercise the bird, where to buy protein feed in town, how to clip its claws if they ever got too sharp. Cheerilee could only blink in surprise as she was laden down with all sorts of supplies, from a roll of gauze to a brass cage.

"And it doesn't have to be permanent," Fluttershy kept reassuring her. "I'll keep working on Angel Bunny. He'll come around eventually; he almost always does. But you'll probably fall in love with this beautiful bird anyway, so it won't matter…"

It took about half-an-hour for everything to be arranged, but soon Cheerilee stood at the door, laden down with an assortment of supplies, the changeling perched once again on her back. Still murmuring reassurances, Fluttershy waved good bye to her guests. As they left the changeling felt a pang of longing as it felt the last waves of the tender-hearted pegasus' love wash over it. However, it could still feel the steely glares of the far too perceptive rabbit, and in that respect, was glad to leave the cottage. It was just too risky. What if they realised the truth?

By then night had already fallen, and Luna's half-moon hung heavy in the sky. Cicadas chirped in the bushes, and the changeling was aware of Fluttershy's many animals watching it even now. It could not wait to escape their knowing stares.

Cheerilee did not seem so eager. She dragged her feet down the path, reluctant to leave. Eventually she sighed, and glanced at the unwanted "hawk" on her back. "What am I going to do with you?"

oOoOoOoOoOo

A good eighty percent of teaching, it turns out, is improvisation.

A teacher can train, make lesson plans, prepare all sorts of material, but at the end of the day, they need to think on their feet. They have to be ready for the one (or three, or ten) unruly students who don't want to work, for their plans to get interrupted, for the millions of problems that will inevitably crop up when a single pony is in charge of a whole herd of rambunctious foals. So when Cheerilee found herself literally saddled with a hawk, she had lots of training in making the best of a bad situation.

So the next morning as the class drifted into the school-house they were all quite excited to be greeted by a shiny new cage sitting prominently in the window; inside, the changeling in beautiful hawk form, perched proudly.

Students buzzed around the cage, pushing and shoving to get a closer look at the supposed-bird. It was all Cheerilee could do to herd them all to their desks.

"As you can all see," she said, once the students had quieted down. "We have a new addition to our classroom. This beautiful hawk that was found by Apple-Bloom, Sweetie-Belle and Scootaloo yesterday."

At this, the fillies' already huge grins spread to fill their entire faces, beaming with pride.

"Many of you noticed that the hawk here seemed injured; however, I visited Ponyville's resident animal expert Fluttershy, who says that our bird is just a little young and scared, and just needs some kind souls to look after him. I've decided that as a reward for you all being so good when our camping trip was cut short yesterday, our class are just the ponies to do so!

"Now," she continued, once the cheers had died down, "this hawk isn't just a toy. He's a real, living, breathing creature, and I expect the whole class to lend a hoof in raising him. This will be an exercise in responsibility. Everypony will take turns feeding, exercising and entertaining him. It will be a chance for all of us to learn the importance of caring. Understand?"

All the students nodded their heads, smiles still plastered on their faces. To most of them, caring for a hawk hardly sounded like schoolwork- it just sounded awesome.

Schoolwork wasn't to be long forgotten, however. "Now, today we'll be finishing off the worksheets you started yesterday, and begin writing short essays about everypony's favourite part of camping. However, we first have to do something very important. Our friend here is still nameless! Which means the entire class needs to help come up with something to call him!"

"Oh, oh, oh!" shouted Sweetie-Belle immediately, nearly jumping out of her chair. "How about…um…Feathers!"

"Oh, that's original," muttered Diamond Tiara.

"Well, everypony is allowed to give suggestions," said Cheerilee, writing '_Feathers_' on the board. "Do you have any ideas?"

Diamond Tiara glared darkly at the changeling, still sore from yesterday. "No."

"Anypony else?" said Cheerilee, undeterred.

Suggestions flew right and left, and it was all the teacher could do to keep up. _Monster_, suggested Scootaloo. _Bronzewing_, added Apple-Bloom. Other possible names that were added to the board included Forest, Dodo, Sky, and Sir Hawkyton. Once the students' imagination had been exhausted, voting began. It was a confusing affair, as it so always is with ponies so young; foals kept changing their vote, or arguing for a recall, or peeking when they were told to keep their heads down. Eventually, though, all the votes came in. Sir Hawkyton was the runner up, but in first place was Bronzewing.

"There were go," said Cheerilee, to a chorus of both cheers and grumbles. "We have a name for our new class pet. His name is Bronzewing!"

In its cage, the changeling tilted its head, intrigued.

"I think he likes it!" said Snails, a slightly slow yellow colt from the back of the room.

" 'Course he does," said Apple-Bloom, proudly. "It's a good name!"

_A good name? _The changeling wondered. If she said so. It didn't know much about names. Every pony seemed to have one, and so did lots of the animals, so they must be important to the ponies. Changelings didn't seem to have them, though. Searching its Memories, names didn't seem to exist as part of the Hive. All the individuals seemed to stream together into one collective being; there was no need to distinguish one from another. The only ones that had them were the Queens; tall, powerful leaders who's glory seemed to shine throughout the Memories. So much from the Memories were scattered or vague, but not the Queens and their names. _Night-Shimmer, Emerald-Eye, Silken, Dream-Eater, Chrysalis_. The changeling could remember each of them so vividly, feel them in its mind- but they were all gone, and it was all alone...

A sudden wave of loneliness and isolation washed through the changeling, and it called out, desperate for any changeling to answer, but the Hive remained silent.

It really was alone.

Cowering in its cage, the changeling was suddenly made aware of dozens of eyes on it. The entire class was watching, worried; their concern washed over it, cool and comforting. The changeling forced itself to put on a brave face, to puff up its hawk plumage, and act as if nothing was wrong. Its Hive might be gone, but it was a changeling, and it knew it must pretend.

The loneliness still crept through the empty space where the Hive should be, however, like a wave threatening to crash over its mind at any moment. _Think about something else!_

_Right. Something else. Names. I have a name now. _

Bronzewing. The changeling tried on for size. It was…interesting. Not very accurate, though. Its wings- the real ones, not these fabrications it had created- weren't bronze at all, but silver. Of course, the changeling did have wings of some kind, so the title was at least partially truthful. The changeling didn't think it could have thought of itself as _Feathers _or _Sir Hawkyton_.

_Bronzewing._ It ran the name through its head. It seemed to flow. It sounded powerful.

_Bronzewing_, it repeated. _Bronzewing_. The more it said the name, the more it liked it. It was nice.

So as the class settled down into their normal schedule, the newly christened Bronzewing decided that it- no, he, because if he took the name the ponies had given him, he might as well take their gender, too- that even if the Hive was silent in his head, even if he was alone, at least he had found a safe home.


	3. The Lessons

**Chapter 3: The Lessons**

Bronzewing enjoyed his first day with that name.

Then the end of the day came; the school bell rang, and students streamed out, their laughter echoing outside. Cheerilee waved them away, before coming back in. The restless changeling watched the teacher clean up, putting the chairs back in their places, sweeping the floor, putting caps back onto glue bottles. Then she sat at her desk, writing away and organizing papers. It was, Bronzewing decided, very boring, and he entertained himself by clanging his hawk claws against the bars of his cage to make a strange kind of music. Occasionally Cheerilee would glance up at him, chuckle to herself, before then going back to her work.

Boredom gave way to something much worse, however, once night began to fall.

As deep orange of twilight began to seep through the classroom windows, Cheerilee tucked her papers into a neat little pile on her desk, tossed a saddle-bag across her back, and headed to the door. She smiled at the changeling. "Good night, Bronzewing!"

Then she left, locking the school house's door, keys jangling as she trotted away. The changeling heard the clip-clop of her hooves outside, until they faded away completely.

The sun set, and moon rose, and shadows crept into the room, bathing it in darkness…and he was alone…

Changelings were not normally a species frightened by the dark. In fact, they relished it. They were creatures of the night, who wore shadows like coats until they could change into another creature's skin. Intellectually, Bronzewing knew this. His Memories were filled with the images of dark caves and lost catacombs, and dimly he knew those were the places his species belonged.

This was different, though. A changeling's true body was perfectly adapted to the dark; small and lithe, jet black so it could vanish from sight, with emerald eyes that could penetrate the deepest night. Hawks, however, were diurnal birds, at home in the sunlight. Bronzewing's mind might have been that of a changeling, but his present body was that of a hawk, and the bird's eyes transformed each shadow into a landscape of sinister secrets. The teaching desk seemed to become a hulking bear, crouched and ready to pounce at any moment. The pictures and posters hanging from the walls were rustling leaves that hid all manner of hungry predators, and he didn't even want to think about what could be waiting behind the closed door of the supply closet.

And he was alone…completely alone. His mind was silent as always, the Hive nowhere to be found, but now there wasn't even a pony, or a bunny, or anything else around.

_Help, _he called again and again, hoping that some remnant of the Hive would hear him and answer. _Help!_

But not a single changeling answered.

He spent the first three hours nearly petrified in fear, flinching at any sound. He felt as exposed as when he had first hatched, not even a day ago, lying completely defenseless on that branch. But fear was exhausting, and the night wore on, Luna's bright moon rising and then steadily falling. Slowly Bronzewing's tired muscles loosened, his wings drooping. He tried to stay awake, tried so hard- he couldn't let his guard down, for who knew what would happen?

But the pull was inexorable, and slowly, ever so slowly, the changeling drifted into his first sleep. The fear did not fade, however, and he was haunted by nightmares of something stalking him in a dark forest…

Time passed.

Miles away, in the shining city of Canterlot, the Great Alicorn Princess Celestia stepped forth, and opened her wings wide, initiated the ancient spell of Life and Light. Back in Ponville, the sun began to rise, tendrils of early morning light stretching slowly across the landscape. The sky turned from deep purple, to pink, until finally a beautiful, clear blue.

Cheerilee arrived at the school-house not long after the dawn had. She took a deep breath as she stepped into the classroom. She loved these early mornings- it was so peaceful and quiet. She smiled at the hawk, which was sleeping soundly, his head tucked under his wings. "Well, you look as though you slept well."

Bronzewing woke, blinking sleepy eyes, not even registering the irony of her words.

Cheerile smiled. The bird could be downright _cute_. The teacher had to admit, she had not wanted him in her care. She was a busy mare, and looking after a bird was not a responsibility she wanted to add to her already long list. That said, things seemed to be turning out for the best. Her students had a new pet, the hawk had a new home and she had a valuable (and adorable) new teaching tool. Yes, Fluttershy had been quite right in asking her to take the hawk in.

Bronzewing did not feel quite as cheerful as the purple mare, still feeling disgruntled and exhausted from the terrors which had plagued him all night. However, as the teacher bustled around the now brightly lit room, he began to perk up. The shadows were gone, and the pony was emanating a beautiful aura of care and kindness which made a wonderful breakfast for the young emotion-eater.

By the time the school-bell rang, and the crowds of students came rushing into the classroom to crowd around his cage, Bronzewing felt positively wonderful. The day was looking up.

oOoOoOoOo

Bronzewing seemed to settle into a comfortable routine.

The days were spent peacefully in and out of the classroom. In the morning, one of the students would lay out his food, which he would nibble on to avoid suspicion, though the protein kibble interested him about as much as gruel. Then he would listen to the first lesson with the rest of the class, which he usually found interesting. If not, he would let his mind wander. There were all sorts of interesting things around the classroom- pictures, drawings and decorations lined the walls. While at night the room seemed strange and menacing, Bronzewing loved it in the daytime. It felt familiar, somehow. Safe.

Even after he had been staring at the walls for days, and came to the point where he knew the decorations like the back of his wing, the changeling never grew tired. He was beginning to realize that the ponies were infinitely more interesting than the pictures on the wall; they were like art themselves, always changing. What had at first had seemed to be a single swarm of indistinguishable ponies focused into an entire room of individuals, each one as different as the colours of their coats. He quickly caught onto the unique traits and behaviors of each of them. There was Snips and Snails, two awkward but strangely endearing colts; always misbehaving and getting into trouble, not out of any malice, but because they genuinely didn't realize what they were doing was wrong. Twist, a funny little filly with a clumsy lisp, but who seemed to have a boundless generosity, and was always giving out free candies to the class. There was Feather-Weight, a shy pegasus colt who was always diligently writing notes and stories in small, precise hoof-writing. And that was just the beginning of it, for there were many more students in the class…

Then there were the three who had rescued him. Although Bronzewing learned quite quickly that they called themselves "The Cutie Mark Crusaders" (it was hard not to, with them yelling it at the top of their lungs at seemingly random intervals) he doubted that he would ever be able to think of them as anything but "the fillies who had found him on his hatching-day". The brave and rash Scootaloo, always buzzing around, the kind-hearted Sweetie-Bell who would sing quietly to herself when she thought nopony was listening, and the indomitable Apple-Bloom who always had a new idea to try out.

At breaks the students would munch on snacks, and "feed" him protein kibble once again. At lunch children would eat themselves, but then be set loose to play, rushing into the playground outside. This was the designated exercise time for the "hawk", and he would flap his wings and pose, but more to show-off to the adoring students than anything else. Then it was time for a few more lessons before the final bell rung, and the herd of ponies would run for their freedom. Sometimes they would hang around for a while, their laughter ringing in the playground, but sooner or later the students would all leave, with only Cheerilee around.

This was the quietest and most boring part of the day, but somehow the most peaceful. Cheerilee would sit at her desk, the classroom silent except for the scratch of a quill against parchment or the rustling of papers. The setting sun would stretch through the window, warming the cage, and Bronzewing often dozed peacefully.

Inevitably, though, the day would grow late, and Cheerilee would leave.

The nights were just as daunting as the first. In the darkness the silence in the changeling's head seemed to swell, and he filled the empty space with nightmares. He thought grim fantasies about how he might not live until the next day…

It didn't help that he felt exhausted. Occasionally he managed to nod off to sleep, but they were hardly calm and restful. They were haunted with his darker Memories, brought forth by fear, and he would often awake desperate for the dawn. He started to feel tired all the time, and it was something that no amount of love from the students seemed to quell. It was like a constant pressure beating down on him, like a headache that throbbed throughout his whole body. At night, with nothing but his own terror to distract him, the pain seemed to become so much worse.

The darkness never lasted forever, though. Eventually day would come, bringing a class full of shining and loving faces, and the routine would start again.

It was now exercise period and Bronzewing's fifth day at his new home. "Exercise period" was perhaps something of a misnomer; for the students it was recess, a time that Cheerilee said was a perfect for the young hawk to stretch his wings. The changeling was happy to oblige in that- unfortunately, the teacher had meant actually _flying_, which was something that he flat out refused to do.

No matter, it had seemed. Almost the entire classroom had seemed willing to teach him.

Technically, Cheerilee assigned a different pony to the "bird" each day; however, for the first few recesses practically every pony bunched around the new class pet, eager to see him fly. Despite what appeared to be their boundless enthusiasm, the foals interest had slowly begun to ebb away as the changeling continued to refuse to flap his wings. He would croon, squawk, and do any manner of bird things- but not _that_. The colts and fillies thought that he was interesting and all, but not really worth a full break-time, especially when there were swings and jump-ropes available as alternatives.

By now, only three fillies remained by Bronzewing's side; the Cutie Mark Crusaders. While all the class had been excited by the new addition to the class, Scootaloo, Sweetie-Belle and Apple-Bloom were by far the most eager. They had recused the bird from the tree, and in their minds, that made them almost parents to the creature. Even as the changeling's novelty wore off, the CMC's single-minded determination kept them loyal.

As luck would have it, today was Scootaloo's turn to watch over the bird and try to attempt to coax him into flying. She wore a thick, heavy glove all along her right fore-leg, which connected her to the changeling by a long rope, just as illustrated in "The Complete Guide to Avian Care, 12th Edition". Said book, a large, dull looking tome nonetheless filled with all sorts of interesting pictures and information (at least as long as you enjoyed birds) was spread on the grass. Sweetie-Belle lay before it. She had spent the last fifteen minutes helpfully reading out sections of the book, although she had now given up and was now proceeding to poke the pages tentatively with her horn, and making them turn with her magic. The constant sparks of pink magic and flapping of magic was mostly working to annoy Scootaloo, whose patience was beginning to wear thin.

The pegasus was now simply attempting to launch the changeling into the air by desperately flailing her arms. Bronzewing was testing just how strong a hawk's claws _were_. The answer, it seemed, was very, very strong indeed.

Apple-Bloom watched the entire scene with amusement in her eyes, clearly trying not to break down laughing.

Finally exhausted, Scootaloo stopped her flailing and glared at the earth-pony, her chest heaving. "_What?_"

"Nothin'," she said. If she had inherited her sister's infallible honesty, she probably would have answered differently.

"Well, stop staring then."

The pegasus slumped onto the ground dejectedly. It was quite a sight to see; a miserable filly, sweat dripping from her purple mane, holding a hawk with ruffled feathers and wide eyes. Apple-Bloom felt a pang of pity. She wanted to see the little hawk fly as much as anypony, but even more than that, she wanted to help her friend. Scootaloo was a stubborn pony, as a large collection of bruises and scratches could attest to, and if she got really set on something and it didn't work she could become absolutely downtrodden.

She eyed the book on the grass. Nothing in it seemed to be working, so Apple-Bloom decided to offer her own opinion on the matter. "Ah reckon we're goin' about this the wrong way," she said. "If you keep throwing him, he ain't gonna let go. You gotta make him want ta go up there!"

"How?"

"Ooh, ooh, like this! Listen," said Sweetie-Belle, her eyes lighting up. "Listen, Bronzewing, the sky is awesome…or at least, that's what I've been told. I've never actually been up there myself. No wings, y'know? But just look at how pretty it is! And there are all sorts of cool things up there! Like rainbows, and other birds, and clouds…..and um, more clouds….and…."

"Ain't there wind and rain and hail, too?"

Bronzewing's eyes went wide; Scootaloo's face landed in her hoof.

"Don't listen to them," she told the changeling. "There's way more up there than that. Case in point; Cloudsdale!"

"That counts as a cloud," Sweetie pointed out.

The pegasus scoffed. "Yeah, and Canterlot is just a collection of rocks. Cloudsdale is probably the most awesome place in the whole universe. A city made completely out of clouds and rainbows, with towers and stadiums and whatever a pony could ask for! Its home to the Weather Factory, the control center for the weather of all of Equestria! It's really beautiful too, if you care about that stuff."

As she spoke, fragmented Memories filled the changeling's mind. Yes, the Hive had been to Cloudsdalebefore_it_ happened. Unfortunately, Bronzewing didn't feel much enthused by the images of misty white roads and fog-formed buildings. It didn't seem particularly stable, and there was a _long_ fall to the ground.

"It's also where they hold the Best Young Fliers Competion. This year, our very own Rainbow Dash, most awesome-est pony in all of Equestria won! When I'm old enough, I'm gonna win it too, and you can only watch me if you fly!"

Bronzewing couldn't help but think that if Scootaloo couldn't even manage to float when every other pegasus in the class could, she didn't have much hope of winning a flying completion. Immediately after thinking it, he realised that it wasn't a very _nice_ thing to think.

_That doesn't make it less true, _a darker part of his mind answered.

The three fillies didn't see any of this inner-debate, and just saw the still completely uninterested hawk shuffling awkwardly on Scoot's foreleg, looking as completely uninterested in flying as before. The orange pegasus finally lost her patience. "Oh, whatever!" she groaned angrily, pulling off the leg guard, and shoving both it and the changeling into Apple-Blooms hooves. "We'll try again tomorrow!"

The angry filly stalked off towards the school, and Bronzewing stared after her, surprised at the sudden flare of negative emotions.

Apple-Bloom shook her head as she secured the hawk's tether, her bow seeming to droop. Her aura too, which moments before had been bubbling with eagerness and enthusiasm had dampened, like it had been shadowed by Scootaloo's.

"She'll be alright," said Sweetie-Bell, though it wasn't clear who exactly she was talking to. "She just…"

"Needs to cool off?" supplied the earth-pony. "Yeah, I know."

Bronzewing, still slightly bewildered by the sudden emotional turmoil, didn't know how a change in temperature was going to help anything, but he sure hoped that Scootaloo would cheer up.

oOoOoOoOo

That night, Bronzewing felt in an even fouler mood than usual. Perhaps it had been the draining "exercise" session, maybe it was the barrage of Memories he'd been experiencing since then, maybe his exhaustion had finally caught up with him, but he felt horrible. All he wanted was to close his eyes, and have the world disappear. That pressure which had been building, that feeling like he was been squeezed into a cage too small for him was growing and thought of facing the shadows, all alone, sent shivers down his spine, but he was almost too tired to care.

It wasn't an exhaustion that comes just from lack of sleep. It is a type that comes from overspending one's magic. For almost a week the young changeling's reserve had held, fed by the boundless love of his class, but now it had finally run low…

There was a momentary flare of green fire, like the final puff of a candle before it's blown out…

….and the world seemed to change.

To Bronzewing, it felt like everything _shifted_. The pressure on his body disappeared suddenly, his mind went clear. The world around him burst into focus. He could see everything- not just the outline of the desks and chairs, but actually see _them_. The shadows were still there, but they were no longer overwhelming; instead, they seemed like part of the room, almost inviting.

His eyes filled with wonder, Bronzewing stepped forward-

-and promptly crashed to the bottom of the cage.

Lying crumbled on the brass floor, his head aching from the fall, Bronzewing tried to climb to his feet, only to find there were too many. They were completely different, too, not the scaly claws he'd been using but smooth and shiny black hooves, riddled with holes. He stared down, uncomprehending, until a wave of Memories washed over him; of course, this was his true changeling body!

After the initial wave of confusion his instincts came back, and he managed to get to his four feet, although it took some time to properly balance. The posture of a four-legged creature is quite different to that of a biped, and being in the now rather cramped cage probably didn't help matters. Finally, though, Bronzewing got the hang of his true body and managed to sit fairly comfortably, staring off into the gloom.

Strange feelings whipped through the changeling. Yesterday he wouldn't have dared, or even dreamed, of leaving the cage at night, being too consumed with fear. Now he felt as if he wanted nothing more. The darkness felt like an old friend, filled with the promise of adventure, and he wanted nothing more than to journey into the shadows.

Only one thing was stopped him; the blasted cage!

He placed his forehooves against the side and pushed, shoved, once even jumped and strained with his wings, but the cage didn't shift and the bars didn't bend. When you're building something to hold a potentially dangerous animal, you don't make something that will break that easily.

Bronzewing quickly realised that brute force wasn't going to allow him to escape. But he so wanted- no, _needed_- to get out. How?

The answer came quickly; magic.

His mind was quickly filled with images of spells and enchantments. So many Memories that he felt he could have drowned in them; unicorns surrounded by sparks of all colours, the most powerful dragon-fire, even alicorns bringing forth the bodies of the heavens. The Hive was ancient, and their Memories had recorded some of the greatest feats of magic ever performed in all of history.

All of it basically useless to Bronzewing. He was young and hardly an expert on magic, but even he knew most of those spells were beyond the ability of any changeling. All he needed was a way to get out of the cage, not the workings of a great mage.

Almost immediately the Memories shifted, and his mind was filled with images of changeling magic. Green light arcing from horns; pulling tools through the air, befuddling the mind, striking down foes. Just by seeing it happen, Bronzewing felt like he could do it himself, like he'd known it his whole life. The ability, the knowledge was there, all he had to do was summon it…

He closed his eyes, focused, pooling his energy; surely he could feel the power welling, about to burst? Yes, yes, he could feel a tingle in his horn, a sudden burst of power-

-which produced nothing but a couple measly green sparks.

_That's it? _He thought, staring as green flickers faded. _That's __**it**__?_

He slumped down, exhausted. He didn't even have energy left to keep standing; it was as though he had not produced a light-show worthy of a damp fire-cracker but the greatest feat of magic ever seen. His limbs felt heavy, a horrible pounding was beginning in his head, and he couldn't even do the smallest spell.

Despair welled up in the young changeling. He had….failed. He hadn't done anything close to the spells in the Hive's memories. What kind of Changeling was he? No swarm, no magic, not even able to fly or get out of a stupid cage…

The Memories gave no reassurance, no kind words. Instinct just compelled him to sleep.

At first, Bronzewing refused, mostly out of an urge to wallow in self-pity. But his whole body felt slow and heavy, his mind seemed sluggish. Eventually he had no choice. His glittering green eyes slowly closed, his silver wings drooped, and the lonely changeling fell asleep with the night as his blanket.

oOoOoOo

When Bronzewing woke to pale sunlight seeping through the windows, the first thing he felt was disappointment. The classroom was bright and airy, the secret shadows evaporating as day swept across the land, and the changeling found himself missing the night.

The next thing he felt was really, really refreshed.

When he'd fallen asleep he'd felt angry and frustrated, alone and exhausted. Now he felt amazing! Even the memory of the sad little sparks last night couldn't dampen his mood- if anything, he felt an urge to try again, to blow his last attempt out of the water. Surely last night had simply been a fluke; now, he was sure, he could do wonders…

His train of thought was interrupted by the clip-clop of hooves outside.

His eyes went wide as he heard Cheerilee's approach. She would come in expecting to see a hawk; what would see do when instead she found his true, changeling form? Bronzewing didn't know, except that it would be _bad._

Instinct kicked into high-gear. _Disguise._

But Bronzewing panicked, all his confidence from just moments before. He couldn't even make a measly spell...what if he couldn't change, and he was found out? What if she saw him? _What would she do?_

The jangle of keys at the class-room door told him that if he didn't do something soon, he would find out.

There was no time left to think, or to worry; he just had to let the instinct consume him…

Cheerilee stepped into the classroom slowly, surveying it with a suspicious eye. As she was opening the door, she could have _sworn_ she'd seen a sudden flash of green light. There was nothing out of place, however, besides perhaps a faint smell which could almost have been smoke.

In his cage, the hawk sat, his now-amber eyes wide. "Are you okay, Bronzewing?" Cherillee asked. The hawk just blinked, before settling down, looking somehow proud. The teacher shook her head. "Oh, never mind, I'm just being silly…"

_I did it, _Bronzewing thought, victoriously. _I did it! And_ _She didn't notice a thing…_

What the changeling didn't know- couldn't have known- was how low his magical reserves had fallen. He was a young changeling, still growing. So much of the energy he gained from the students' love had gone immediately to strengthening the hatchling. When you factored in the fact that he had been holding a disguise continuously from almost the moment he had hatched, hardly resting due to his fear of the dark, it had only been a matter of time until his magical reserves had dried up, and he'd reverted to his real form. At that point, even the most skilled sorcerer in the land couldn't have cast a spell with so little magical energy.

However, taking new forms is a changeling's very nature, as simple to them as walking is to a pony. So all it took was a single night in his true form for his energy reserves to build up, and by the time the sun rose, he had enough to disguise once again. It might not have been enough power to cast more powerful spells, but as the students began to arrive, smiling, laughing and playing, love and joy positively flew around the room, re-energizing the changeling almost immediately.

There were two ponies that seemed distinct to Bronzewing, however. All the other auras seemed to blend together, their emotions shifting into a rainbow of sweetness and excited. There was a little pocket of silver and purple that seemed metallic and glassy. The ponies beneath it were Diamond Tiara and Silver Spoon- and while they weren't unhappy, per say, they seemed to keep their emotions guarded and separate.

That was fine by him. He had learned a lot about the two spoiled fillies in the past week, and all they'd managed to make him do was wish that he'd bitten Diamond Tiara harder.

"I simply adore your new stationary set," crooned Silver Spoon, looking over Diamond's desk with an eager eye.

"Yes, they really are quite wonderful, aren't they?" she said, picking up a bright silver pen in her hoof. "They're like jewelry you can write with."

"I just can't believe you convinced your dad to buy them."

Diamond Tiara gave a dismissive wave of her hoof. "Oh, I simply explained to father that it was a good investment. Wooden pencils and rulers wear out _so_ quickly. These stainless steel ones will last decades. I shouldn't have to write with sub-par instruments," she said, giving a dirty look to a battered pencil-case on the desk next to her.

Bronzewing rolled his eyes. He did not want to listen to this pony's incessant bragging.

It was almost as though Cheerilee had heard his thoughts, because no sooner had he thought them before she came swooping in, a smile on her face. "Good morning girls!"

"Good morning, Miss Cheerilee," the two fillies parroted.

"Now Diamond Tiara, do you remember what today is?"

"Friday?" the lilac filly answered, a hint of sarcasm entering her voice.

"Well, true," the teacher admitted, but then she pointed a large schedule on the wall. "But It's _also_ your day to feed Bronzewing, remember?"

A look of disgust appeared of Diamond Tiara's face. "Ugh…do I have to?"

"Now, Tiara," Cheerilee said, "In life, everypony has to do things they don't want. But we all have to learn that we have responsibilities we can't just abandon. Understand?"

"Yes….but…"

"No buts." A dangerous edge appeared in Cheerilee's usually sing-song voice.

The spoiled filly stared up at her teacher for a few long moments, as if hoping Cheerilee would change her mind, before giving up and rising to her feet with a sigh. Silver Spoon shot her friend a sympathetic glance as she went to do the most horrible task imaginable; feeding a caged bird.

Diamond Tiara was not who many would consider to be the smartest of ponies. Her cutie mark was her namesake, for Celestia's sake! What could a filly whose special talent was literally being rich and entitled have to offer?

What many forget is that none of this means stupid. In fact, Diamond Tiara was arguably one of the more intelligent ponies in the classroom, with a manipulating mind and a keen eye. Her nasty run in with the changeling on the day of his hatching had made her bitter, and above all, suspicious towards him. It seemed everypony else in the class thought him nothing but a lovable pet, but he had proven on the first day to have a sharp beak and a willingness to use it. She was constantly watching him, wary, and she had noticed things. Sometimes he'd look angry, like he was about to strike out. The way he was always watching, like a predator. And sometimes she was sure that he _shifted_, like his body was a mirage. Once, Diamond Tiara thought she'd seen his eyes turn a bright poisonous green. All signs that belied the fact that he wasn't just the pretty little birdy he pretended.

Not that she thought that there was anything supernatural about it. She just suspected that he a creature with a mean streak- one which she would not allow to be aimed at herself.

So as Diamond Tiara reluctantly approached the cage, Bronzewing could feel the negativity radiating off her in waves. He narrowed his eyes at her. The pony's aura smelled _horrible_.

The way she was wrinkling her nose at him, it was clear that she returned the sentiment.

Neither of them wanted to do this. Any other pony could give him food- _hay_, he didn't even really need the bland and tasteless protein kibble. If Cheerilee would just let Diamond Tiara go back to her desk, she'd save them both some grief. Unfortunately, that wasn't an option.

"Listen, you," she hissed as she lugged over the large bag of bird feed. "I don't like you, and you don't like me. So don't try any funny business, you glorified chicken."

The changeling narrowed his eyes. He did _not_ appreciate being insulted.

"That's right_, chicken_. You're just a bird that can't fly. You and Scootaloo make a fine pair- the two giant chickens of Equestria!" She grabbed the bag by her hooves, quickly pouring it into a small metal bowl. The pony didn't immediately slip it through the metal bars like she was supposed to, though, instead sliding it away from him, as if mocking that fact he couldn't reach through the cage to get it. "I don't even know why we bother keeping you in there. It's not like you could get away."

Fury seemed to rise up in his heart, along with the overwhelming urge to bite into the filly once again. He couldn't though, not through the cage….but oh, what he would give, just to wipe that sneer off her face…

Something in the changeling's mind answered.

He felt power welling up, and even though he was in hawk form, it was as though energy was pooling around the specter of his horn. Memories flashed through his mind, too quick for him to consciously register; but whatever part of him that was casting the spell did. He didn't know what he was about to do, but he didn't much care, either.

There was a quick flare of green light.

The changeling fell backwards, exhausted. It was everything he could do not to fall off his perch, but he held on, refusing to let Diamond Tiara see him in his weakness. He wouldn't let anything fuel that sickening sneer.

When he looked at her, though, there was no sneer to be found. She just looked slightly dazed, her mouth agape. Her eyes were wide and blank, and had turned a pale green.

That wasn't the only thing different about the filly. Her aura had changed. Reading emotions is a sense very different to any that a pony would know, so it's difficult to describe. Emotions are like a combination of taste, flavor and colour, all at once, in an almost indefinable way. Before, you could have described Diamond Tiara's emotions as silver and purple, proud and arrogant, with an undercurrent of disgust and anger, bitter but somehow luxurious. Now it was covered in a pale cloud of green. It tasted sweeter, almost cloying; it was _happy_.

Slowly, a smile unfurled across the pony's face. "Here you go, Bronzewing," she said mildly, pushing the bowl of kibble through the bars. "Eat up so you grow big and strong."

_Love ._It was rolling off her in slow waves. It was different to any love he'd felt before, sort of slow and sticky, unfocused. The spell had taken a lot out of the changeling, dangerously depleting his already low magic levels; but he could feel that power already returning, fueled by Diamond Tiara's sudden aura of positive emotions.

Slowly the filly stumbled away, the green glow fading from her eyes, though they remained unfocused. Bronzewing watched her, a strange emotion building in his chest. He watched as she vaguely picked a pencil off the floor for another pony, how she gave an absent-minded apology to a fellow student she bumped into, and how her friend Silver Spoon asked her worriedly if she was feeling alright. It was all so strange, to see her suddenly act so different.

Strange, but good.

oOoOoOoOo

At the end of that day, the weekend came. Cheerilee knew that she couldn't leave the hawk alone in the classroom for over two days, so brought him to her home, lugging his cage and food along with all the marking she had to do.

Bronzewing had been to the teacher's home once before, having stayed there on his first night in Ponyville. It was a small but comfortable apartment in the center of town. It had a welcoming purple door to match the mare's coat, and the inside was cozy, if a bit sparse. There was little on the walls in terms of decorations, although the mantel was filled with all sorts of photographs, presumably from friends and family. Everything was very neat, and it gave the sense of very little living was actually done there. The mare didn't seem nearly as comfortable here as in the schoolhouse.

Cheerilee sat the cage down by the window where he could catch the last light of the setting sun, putting out some food and water for him. She made herself a small bite to eat, barely more than a lettuce and tomato sandwich, before settling down with some worksheets and her red-marking quill. Bronzewing dozed a bit to the rhythmic scratch of it against the paper, awakening a couple hours later.

Night had fallen, though the apartment was still brightly lit. Cheerilee was no longer marking; instead she was fumbling with a pretty chain, which she was attempting to wear around her neck. She executed a complicated set of maneuvers, requiring a lot of twisting of the neck and stretching of her limbs; honestly, Bronzewing wasn't sure how she even accomplished it, but somehow she managed to get the necklace on. She puffed out her chest to inspect her handiwork, and he saw that on the chain hung a silver flower, nearly identical to one of the smiling daises on her flank.

She smelled different, too; sweet, like flowers. Her actual scent that was, although her emotional aura was different as well. The teacher was usually surrounded by a feeling of kind confidence, though now she tasted nervous and excited and almost _fluttery_.

"I'm going out with a…friend," she said to Bronzewing, although he got the sense that she wasn't so much talking to him, but talking for the sake of talking. "I'm not really sure when I'm back. Sleep tight, Bronzewing."

The changeling let out a playful _caw_ in response, but he was surprised. It had seemed to him that Cheerilee's entire life was her students; it was strange to think of her having friends.

But then, was it really so strange? All the colts and fillies at school did, clumping together into little cliques. Surely Cheerilee must have her own…herd, he supposed, and this must be like recess, where she got to go out and play.

It was that night that Bronzewing realised that despite having stayed in a pony school-house for nearly a week, he really didn't know much about the creatures. He resolved to find out as much as he could; information was power, his instincts told him. He knew that he probably wouldn't learn much from inside the cave, and so he spent the evening trying some basic spells, though he was still too tired to do anything too fancy.

Later that night- although he didn't know if it truly counted as late for a pony, forcing his magical experiments to stop. Honestly, though, Bronzewing wasn't sure if Cheerilee would have noticed even if he'd kept going. She seemed rather…distracted. A strange, stale smell seemed to hang around her and she swayed slightly, as though she wasn't quite sure where she was placing her hooves. However, she was still smiling and her aura was very bright and cheerful, so he decided her recess must have been fun. It was obvious, however, that he had a lot to learn about the ponies he lived with.

So that weekend became a time of learning for the changeling. It seemed that Cheerilee didn't get much more of a break after that night; the next day she lay in bed until the sunlight through the curtains made her get up, and then stumbled around, moaning. The rest of the weekend seemed to be spent with her either diligently marking and writing lesson plans, bustling around running errands, or sleeping. There was a surprisingly large amount of sleeping.

It was while Cheerilee was doing the latter two that Bronzewing began to test his skills.

First, he had set himself to the task of getting out of his cage. Of course, he could have just changed into a snake a slipped out, but the changeling was itching to try something new and test his skills. He had spent a long hour or two trying to recreate a spell he'd spied in one of his Memories, opening a lock, before eventually giving up and trying another approach. He tried telekinesis , after remembering Sweetie-Bell's attempts the other day, and found it much easier. It really wasn't that much different from holding something in his beak, though he was using his mind, not his body. It took a couple attempts to even lift a sheet of paper off a table, and after that he was clumsy, scattering things everywhere. Soon, however, he gained enough control to pick up the key to his cage. It floated slowly across the room, glowing green and shaking slightly. Breathing heavily from exertion he managed to fit in into his lock and turn it; and finally, the cage swung open. He was free!

Suddenly, he made Cheerilee's entire apartment a classroom of his own to explore.

Reverting back to his true changeling form to save energy, he would roam around the rooms. He explored the kitchen, and even pecked at some seeds and raisins she had stored away, finding it tastier than the boring protein kibble, but still nowhere as satisfying as love. He burrowed around in a closet filled with hats and scarves and all sorts of strange clothes he didn't quite see the point in. At one point he even tried bouncing on the mare's bed, but had found it too close to flying to his taste, and wobbled unsteadily back to the ground as quickly as he could.

One time, he even ruffled through Cheerilee's writing desk, scrambling up onto a chair and fluttering his wings to give him an extra boost. It was covered in writing; glancing at it, Bronzewing decided it was boring and ignored it. There was a little pot of red ink which he nearly managed to tip over; he caught it with his magic just in time. There was a pretty black quill which the changeling thought amusing to bat around, and a funny stamp that said "GOOD WORK!"

There were also gifts. Cards, candles, origami, pictures- all sorts of presents from the students, all neatly arranged in and on the desk. They ranged from the simple to the ornate, hand-crafted to expensive, some faded with age, but they all had a feeling of sincerity about them

"Dear Cheerilee," one said, "You're the best-est teacher ever, and I love you so much. XOXO, Morning Dew."

Another was a beautiful wax candle, with a note stuck to it. "Thanks for inspiring me, and never giving up on me. Without you, I never would have discovered my special talent. I'll never forget you; Bright Spark."

Another was a small card cut into the shape of a muffin. The handwriting was messy, and the little message "luv yo so much, Chearalee, Hapy Hearts' Warming, Dinky" was horribly misspelled, but a strange feeling welled up in Bronzewing when he read it.

_So much love. _The cards were just paper and ink, but somehow love seemed to cling to them. Somehow, it almost seemed more permanent than the fleeting auras that surrounded everypony. These messages wouldn't disappear; and any time she wanted, Cheerilee could read them, and remember all the students who loved and cared for her. It was really sweet, but it left Bronzewing feeling hollow.

All the students loved him….but they didn't, not really. They loved Bronzewing the hawk, not the nameless little changeling without a Hive. Reading all the notes and cards, the changeling's loneliness welled up and threatened to swallow him once again, until he was forced to carefully close drawers and slink away from the desk.

Despite the loneliness that haunted him, Bronzewing wasn't a changeling that liked to dwell, and he quickly set himself to a new task- seeing if he could teach himself how to turn into a snake- though for the rest of the weekend he stubbornly refused to even glance at the desk.

When he grew tired (which was quite often, for such extensive magic usage was very draining for one so young) he would slip back into his cage, locking it magically behind him, changing back into his hawk form. Sometimes he would tuck his head beneath his feathered wing, and fall into a deep peaceful sleep. Other times he would sit there, wrapped in memories, exploring everything from the knowledge of far-away lands to peaceful pony suburbia he had inherited from his Hive. Often, however, he would just sit and watch. Cheerilee had positioned his cage so that it looked out on the street outside, and Bronzewing loved to watch the ponies milling about. Some would hurry, rushing to get from one place to another, while others would dawdle, browsing the windows of shops and giving cheerful smiles to friends. One pink pony in particular seemed to have something to say to _everypony_, and Bronzewing had never seen an aura of emotions quite so bright and bursting with love. She and many others even stopped by his window to give a happy grin.

The weekend lasted less than three days, but Bronzewing matured a lot in this time. For a pony, he was ridiculously young, and most folks wouldn't have expected someone his age to do anything but lie in a crib and cry. But changelings are very different to ponies, and he was growing up fast. On Sunday night as he crept around the darkened apartment he finally began to perfect his telekinesis, and he felt like the possibilities of his other powers stretched endless before him.

When Monday rolled around and Cheerilee carried the changeling back to the schoolhouse, it felt as if he'd been away for much longer than a weekend. He greeted the familiar furniture and decorations like old friends, excitement building in his heart. As far as he was concerned, he was an older changeling now, much more capable and experience than the hatchling who had left the classroom barely three days ago, and it felt almost like he was returning to his childhood home. The mundane routine of class which had many of the students cursing the fact that the weekend had come to an end gave Bronzewing and infinite supply of joy and comfort.

There was one thing, however, which Bronzewing realised that he still didn't enjoy.

Exercise time.

For the past half-hour the Cutie-Mark Crusaders had been trying everything in their power to finally coax the bird to take wing, and had failed once again. Frustration was building on all their faces, but they kept at it. In her mouth Sweetie-Bell had a toy mouse of some sort. She held it out to Apple-Bloom, who started squeezing a packet of ketchup all over it.

"There," she said, mumbling a bit due to the condiment pack in her mouth. "Tha' looks like blood, I reckon."

Sweetie-Bell shrugged. "I dunno. It just looks like you covered dropped a carrot-dog on an old stuffed toy."

Scootaloo looked just as doubtful. "Are you sure Spike was right about this? That thing doesn't look tasty at all."

"That's just cos we don't eat meat," Apple-Bloom said frankly, and they all grimaced. The three herbivores didn't even want to think of eating an animal's flesh, but if they could coax there class-pet to finally fly, they would try anything.

"Okay, here goes nothing…." Sweetie-Belle said, and gripped the battered mouse toy with her lilac magic. Her telepathic hold wasn't very strong, but she managed to dangle it in front of the hawk, wiggling it to make it look half alive. "Look at the little mousy! Fresh and juicy! Do you want it, Bronzewing? I bet you do!"

The changeling regarded them blankly. Sometimes he suspected the ponies didn't think him very smart. What in Equestria would want to eat _that_ old thing?

"It's really tasty! C'mon, you want to eat it?" she jerked the mouse away suddenly, as if to tempt him. "Come on, jump to get it! It's no far! C'mon!"

The unicorn was getting into it, flailing the stuffed toy about more and more. With all three of the fillies egging him on, the mouse started to sway and bounce so quickly that Bronzewing didn't think he'd be able to catch it even if he wanted to. Finally, growing distracted, Sweetie lost her hold half-way through a swing; the glittering magic disappeared, and the stuffed toy's momentum caused it to sail through the air and into the bushes, leaving a little ketchup contrail behind it.

Sweetie-Belle started after it. "Oops."

"Ugh," groaned Scootaloo. "_Great job_."

"Hey! I was trying my best!"

"Well that clearly wasn't good enough," the pegasus said shortly.

An expression of hurt appeared on the white filly's face. Apple-Bloom stepped forward, frowning. "That ain't very nice, Scootaloo. We're just trying to help!"

"Whatever," Scootaloo said, turning away.

Apple-Bloom shot her a dark look, and stomped her foot. "C'mon, Sweetie," she said, "Let's go get the stupid toy from the bushes."

The two of them cantered off towards where they'd seen the toy fall, but Scootaloo didn't even watch them leave, instead turning her gaze on the hawk. Her emotions were grim, as was her voice. "You know, you could have jumped up and caught it. It wouldn't have been that hard."

Bronzewing couldn't think of a response.

"Just….just- UGH!" with that last scream she waved her front hoof, trying to dislodge the bird attached to her leg. There was a flurry of feathers, and an angry squawk as Bronzewing nearly fell to the ground, before finally managed to regain his perch, pressing his claws down a little harder than necessary.

"Why won't you just fly already!" Scootaloo angrily exclaimed.

But the changeling was resolute, and held onto Scootaloo's arms in a death-grip.

"I mean, it's not like your wings are too small. They're almost bigger than mine!" she said, fluttering her own wings uselessly. "You just need to try! There's _nothing_ stopping you."

_Yeah, nothing stopping me from hitting the groun_d, Bronzewing thought wryly.

That said, he couldn't help but feel sorry for the filly. She seemed to want this so bad; her desperation hung around her like a cloud, blending into anger and frustration. It was almost enough to make him try flying, just to see her feel better.

What Diamond Tiara had said echoed in his ears. _"You and Scootaloo make a great pair- the two giant chickens of Equestria!_

His feathers still bristled at what she said. At the time, he hadn't been particularly offended by what Diamond Tiara had said to him, just that haughty, insulting tone. But now Bronzewing remembered how many times he'd seen the filly tease Scootaloo, her nose turned up in a distasteful sneer, and he began to wonder…

Never once had Bronzewing seen Scootaloo fly. She had used her wings to catch things, to cool herself down, even as propellers for her scooter, but never once had she taken to the air herself.

Sympathy unfurled in the changeling's heart. To be a pegasus was to fly, he knew. Their entire life style was centered around the sky- and if she couldn't fly, how could she be a pegasus? He knew what that was like. Without a Hive, sometimes he hardly felt like a changeling himself…

Bronzewing wasn't willing to try flying, and neither did he know a spell to help Scootaloo take wing. But his heart ached, and he wanted desperately to dispel the dark cloud of emotion that hung around her….to make her smile again…

"Are you even listening to me?" Scootaloo shouted angrily at the hawk. "All I want you to do is-"

Bronzewing's amber eyes flared green, and Scootaloo stopped mid-sentence.

Her eyes, too, changed colour, and stared blankly ahead. All tension disappeared from her muscles, to the point where she nearly slumped to the ground. Her jaw went slack.

Like a fresh breeze clearing away a cloudy sky, all the unhappiness drifted from her mind.

With the spell cast the green light faded from Bronzewing's eyes; he took a deep breath, wincing from a sudden wave of exhaustion. Despite the energy the spell cost, however, he felt a deep satisfaction well up in his heart.

He'd barely settled down onto Scootaloo's arm before he was greeted by the thunder of cantering hooves. Sweetie-Belle and Apple-Bloom came bursting from the bushes, the little fake rat dangling in the grip of the unicorn's lilac magic.

"Okay, we got the toy," Apple-Bloom said, though she stopped when she saw her friend, staring blankly at nothing. "Uh, Scoots, are ya okay?"

"Hmm?" she answered distantly, gaze still unfocused. "Yeah."

Sweetie and Apple-Bloom exchanged glances.

"Are you sure?" the unicorn asked. "Because you seemed kinda….mad before."

Scootaloo shook her head, finally coming out of her trance. A small distracted smile played at her lips. "No, I'm fine."

There was an awkward pause.

"I have a bit of a headache," she admitted after a moment. She didn't seem particularly bothered by this fact. She didn't feel particularly bothered by anything, really. Everything felt…_great_.

Her friends clearly didn't share Scootaloo's sudden calm. If anything, they were a little confused. The pegasus was hot-headed, and not a pony who easily dropped a bad mood. When the school-bell rang, signaling the end of lunch, they eagerly urged their friend to class, saying that maybe Cheerilee would give her something for the head-ache. Anything to make her act less weird.

Bronzewing felt mostly oblivious to most of this. He was too busy basking in the sweet emotions that hung around Scootaloo, and his own pride. Of all the spells he had practiced and learned over the weekend, he thought he now knew which one was his favourite.


End file.
